Common use of Confidentiality; Publicity Clause in Contracts

Confidentiality; Publicity. Agent and each Lender shall hold all non-public information regarding the Obligors and their Subsidiaries and their respective businesses obtained by Agent or any Lender pursuant to the requirements hereof in accordance with such Person’s customary procedures for handling confidential information, except that disclosure of such information may be made (i) to their respective agents, employees, Subsidiaries, Affiliates, attorneys, auditors, professional consultants, rating agencies, insurance industry associations and portfolio management services (provided that any such Person except a rating agency has agreed to be bound by the provisions of this Section 13.16 and with respect to a rating agency, it is informed of the confidential nature of the information and instructed to keep it confidential), (ii) to bona fide prospective transferees or purchasers of any interest in the Loans, and to prospective contractual counterparties (or the professional advisors thereto) in Hedging Agreements permitted hereby, provided that any such Persons shall have agreed to be bound by the provisions of this Section 13.16, and (iii) as required by law, subpoena, judicial order or similar order and in connection with any litigation. Confidential information shall not include information that either: (i) is in the public domain, or becomes part of the public domain after disclosure to such Person through no fault of such Person, or (ii) is disclosed to such Person by a Person other than any Obligor or its Subsidiaries; provided Agent or a Lender, as the case may be, does not have actual knowledge that such Person is prohibited from disclosing such information. Agent and each Lender agree to use reasonable efforts to notify the Borrower Representative of any required disclosure under this Section 13.16 as far in advance as is reasonably practicable under the circumstances in order to give the Borrowers an opportunity to obtain appropriate relief or protection from a court of competent jurisdiction regarding such disclosure.

Confidentiality; Publicity. Agent 17.8.1 The OPM hereby agrees to protect the physical security and each Lender shall hold restrict access to all non-public information regarding data compiled for, used by, or otherwise in the Obligors and their Subsidiaries and their respective businesses obtained by Agent or any Lender pursuant to possession of the requirements hereof OPM in performance of the services hereunder in accordance with such Person’s customary procedures for handling confidential informationthe OPM's reasonable business practices and as otherwise provided in this Agreement. The OPM shall comply with all applicable laws and regulations relating to confidentiality and privacy, except that disclosure including, without limitation, all requirements of such information may be made (i) Mass. G.L. ch. 66A implicated by the subject matter of this Agreement. 17.8.2 The OPM has read and agrees to their respective comply with, and will cause its agents, employeesofficers, Subsidiariesdirectors, Affiliatesemployees and subcontractors to comply with, attorneys, auditors, professional consultants, rating agencies, insurance industry associations and portfolio management services (provided that any such Person except a rating agency has agreed to be bound by the provisions of this Section 13.16 17 and the Owner's written policies concerning confidentiality, as set forth in Attachments C-1 and C-2 hereto and as communicated by the Owner's Executive Director or General Counsel to the OPM from time to time. The OPM acknowledges that during the term of this Agreement it may receive, have access to or create Sensitive Information which is not generally known by the public, nor as a matter of course disseminated by the Owner, published on the Owner's website or disclosed by the Owner pursuant to the requirements of any Governmental Authority. The OPM agrees, for itself and for its agents, officers, directors, employees and subcontractors, as follows: 17.8.2.1 not at any time, whether during or after the termination of this Agreement, to divulge, disclose or reveal to any Person any such Sensitive Information, whether or not such information is produced by the OPM's own efforts, except (A) as specifically required in connection with respect the fulfillment of the OPM's obligations hereunder, or (B) as otherwise directed by the General Counsel in connection with a disclosure request under the Public Records Act, a request for discovery, subpoena, court or administrative order or other compulsory legal process, disclosure requirement or request relating to a rating agencysuch Sensitive Information; 17.8.2.2 not at any time, whether during or after the termination of this Agreement, use any Sensitive Information for the OPM's direct or indirect financial or other benefit or for the benefit of any Person related to or affiliated with the OPM or with whom the OPM is now or hereafter associated, other than the Owner, nor will the OPM use or attempt to use any Sensitive Information in any manner which could reasonably be expected to injure or cause loss, whether directly or indirectly, to the Owner or any Applicable Third Party; 17.8.2.3 in the event that the OPM (or any of its agents, officers, directors employees or subcontractors) is questioned about Sensitive Information by anyone who is not known by the OPM to be authorized to receive or have access to such Sensitive Information, or is asked to provide Sensitive Information to any such Person, the OPM agrees to promptly notify the General Counsel and respond to the inquiror in accordance with the General Counsel's instructions; and 17.8.2.4 not at any time, whether during or after the termination of this Agreement, reproduce any Written Materials containing Sensitive Information except to the extent necessary to perform the OPM's obligations under this Agreement, nor make or use (or permit its employees or agents to use) any Written Materials other than in connection with the performance of the OPMs' obligations under this Agreement and for the benefit of the Owner, it is informed being understood and agreed that all Written Materials are, shall be and shall remain the sole and exclusive property of the confidential nature Owner, and immediately upon the termination of the Agreement for any reason, the OPM shall deliver all copies of the Owner's Written Materials and all other property of the Owner in its direct or indirect possession or control to the Owner, at its main office. In addition, the OPM shall, upon the termination of the Agreement, delete all Written Materials and Sensitive Information, held by the OPM as data stored on computers, floppy disks c/d roms or other electronic media. 17.8.3 The OPM shall collaborate with the Owner's Communications Director to prepare any public statement or announcement relating to or bearing on the work performed or data collected under this Agreement or to prepare any press release or for any news conference in which the Owner is concerned or discussed. 17.8.4 The OPM's obligations under Section 17.8.2 shall not apply to any information that the OPM can demonstrate, through written records (i) is or has become available to the public (including, without limitation, any information filed with any Governmental Authority and instructed available to keep it confidential)the public) other than as the result of unauthorized disclosure by the OPM or any of its agents, officers, directors, employees or subcontractors in breach hereof, (ii) was known by the OPM prior to bona fide prospective transferees or purchasers other than through disclosure of such information by the Owner to the OPM (including disclosure to the OPM while previously serving as an employee of or consultant to the Owner) and was learned or ascertained by the OPM from Persons who are not associated or connected with this Agreement and who rightfully possessed such information and were not themselves in a confidential relationship with the Owner, any interest in the Loans, and to prospective contractual counterparties (Applicable Third Party or the professional advisors theretoOPM with respect to such information, (iii) in Hedging Agreements permitted herebythe OPM is compelled to disclose by order of a court of competent jurisdiction, administrative agency or governmental body, or by any law, rule or regulation, or by subpoena, or any other compulsory administrative or legal process, provided that any the OPM provides prior written notice of such Persons shall have agreed disclosure to be bound the General Counsel, (iv) is disclosed by the provisions of this Section 13.16, and (iii) as required by law, subpoena, judicial order or similar order and OPM in connection with any litigation. Confidential information shall not include information that either: (i) is in judicial or other proceeding involving the public domain, or becomes part of OPM and the public domain after disclosure Owner relating to such Person through no fault of such Person, this Agreement or (iiv) is disclosed to such Person by a Person other than any Obligor or its Subsidiaries; provided Agent or a Lender, as with the case may be, does not have actual knowledge that such Person is prohibited from disclosing such information. Agent and each Lender agree to use reasonable efforts to notify written consent of the Borrower Representative of any required disclosure under this Section 13.16 as far in advance as is reasonably practicable under the circumstances in order to give the Borrowers an opportunity to obtain appropriate relief or protection from a court of competent jurisdiction regarding such disclosureGeneral Counsel.

Confidentiality; Publicity. Agent and each Lender shall hold all non-public information regarding the Obligors and their Subsidiaries and their respective businesses obtained by Agent or any Lender pursuant to the requirements hereof in accordance with such Person’s customary procedures for handling confidential information, except that disclosure of such information may be made (i) to their respective agents, employees, Subsidiaries, Affiliates, attorneys, auditors, professional consultants, rating agencies, insurance industry associations and portfolio management services (provided that any such Person except a rating agency has agreed to be bound by the provisions of this Section 13.16 and with respect to a rating agency, it is informed of the confidential nature of the information and instructed to keep it confidential), (ii) to bona fide prospective transferees or purchasers of any interest in the Loans, and to prospective contractual counterparties (or the professional advisors thereto) in Hedging Agreements permitted hereby, provided that any such Persons shall have agreed to be bound by the provisions of this Section 13.16, and (iii) as required by law, subpoena, judicial order or similar order and in connection with any litigation. Confidential information shall not include information that either: (i) is in the public domain, or becomes part of the public domain after disclosure to such Person through no fault of such Person, or (ii) is disclosed to such Person by a Person other than any Obligor or its Subsidiaries; provided Agent or a Lender, as the case may be, does not have actual knowledge that such Person is prohibited from disclosing such information. Agent and each Lender agree to use reasonable efforts to notify the Borrower Representative of any required disclosure under this Section 13.16 as far in advance as is reasonably practicable under the circumstances in order to give the Borrowers Borrower an opportunity to obtain appropriate relief or protection from a court of competent jurisdiction regarding such disclosure.

Confidentiality; Publicity. Agent The Buyer shall, and shall cause its directors, officers, employees and agents (each Lender shall hold a “Buyer Recipient”) to, maintain in confidence all non-public information regarding furnished to them in connection with or relating to this Agreement or the Obligors business and affairs of the Seller Parties and their Subsidiaries and their respective businesses obtained by Agent or any Lender pursuant Affiliates. The preceding sentence shall not apply to the requirements hereof in accordance with such Person’s customary procedures for handling confidential information, except information that disclosure of such information may be made (i) becomes generally available to their respective agents, employees, Subsidiaries, Affiliates, attorneys, auditors, professional consultants, rating agencies, insurance industry associations and portfolio management services (provided that any the public other than as a result of disclosure by such Person except a rating agency has agreed Buyer Recipient contrary to be bound by the provisions of this Section 13.16 and with respect to a rating agency, it is informed of the confidential nature of the information and instructed to keep it confidential)Agreement, (ii) was available to bona fide prospective transferees or purchasers of any interest in such Buyer Recipient on a non-confidential basis prior to the Loans, and disclosure to prospective contractual counterparties (or the professional advisors thereto) in Hedging Agreements permitted hereby, provided that any such Persons shall have agreed to be bound Buyer Recipient by the provisions of this Section 13.16Seller Parties, and (iii) as required becomes available to such Buyer Recipient on a non-confidential basis from a source other than the Seller Parties, unless such Buyer Recipient knows that such source is bound by lawa confidentiality agreement or is otherwise prohibited from transmitting the information to such Buyer Recipient by a contractual obligation, subpoena, judicial order or similar order and in connection with any litigation. Confidential information shall not include information that either: (iiv) is independently developed by such Buyer Recipient without reference to confidential information received from the Seller Parties, or (v) from and after the Closing, relates to a Company and does not relate to any other Seller Party or Affiliate thereof. Notwithstanding the foregoing, in the public domain, event that information is required to be disclosed by securities or becomes other applicable law or if a Buyer Recipient receives a request to disclose all or any part of the public domain after disclosure to such Person through no fault of such Person, or (ii) is disclosed to such Person by a Person other than any Obligor or its Subsidiaries; provided Agent or a Lender, as the case may be, does not have actual knowledge that such Person is prohibited from disclosing such information. Agent and each Lender agree to use reasonable efforts to notify the Borrower Representative of any required disclosure under this Section 13.16 as far in advance as is reasonably practicable confidential information under the circumstances in terms of a valid and effective subpoena or order to give the Borrowers an opportunity to obtain appropriate relief or protection from issued by a court of competent jurisdiction regarding or a governmental body, the Buyer may comply with such disclosurerequirement of law and in connection therewith agree to (a) promptly notify the Sellers of the existence, terms and circumstances surrounding such disclosure requirement or request, (b) consult with the Sellers, and at its expense, cooperate with the Sellers to take legally available steps to resist or narrow such disclosure or request, and (c) if disclosure of such information is required, exercise reasonable efforts to obtain an order or other reliable assurance that confidential treatment will be accorded to such portion of the disclosed information which the Sellers so designates.

Confidentiality; Publicity. Agent a) Contractor hereby agrees to protect the physical security and each Lender shall hold restrict access to all non-public information regarding data compiled for, used by, or otherwise in the Obligors and their Subsidiaries and their respective businesses obtained by Agent or any Lender pursuant to possession of Contractor in performance of the requirements hereof services hereunder in accordance with such Person’s customary procedures for handling confidential informationContractor's reasonable business practices and as otherwise provided in this Agreement. Contractor shall comply with all applicable laws and regulations relating to confidentiality and privacy, except that disclosure including, without limitation, all requirements of such information may be made (iM.G.L. c.66A implicated by the subject matter of this Agreement. b) Contractor has read and agrees to their respective comply with, and will cause its agents, employeesofficers, Subsidiariesdirectors, Affiliatesemployees and subcontractors to comply with, attorneys, auditors, professional consultants, rating agencies, insurance industry associations and portfolio management services (provided that any such Person except a rating agency has agreed to be bound by the provisions of this Section 13.16 18 and Mass Tech Collaborative's written policies concerning confidentiality, as set forth in Attachments D-1 and D-2 hereto and as communicated by Mass Tech Collaborative's Executive Director or General Counsel to Contractor from time to time. Contractor acknowledges that during the term of this Agreement it may receive, have access to or create Sensitive Information which is not generally known by the public, nor as a matter of course disseminated by Mass Tech Collaborative, published on Mass Tech Collaborative's website or disclosed by Mass Tech Collaborative pursuant to the requirements of any Governmental Authority. Contractor agrees, for itself and for its agents, officers, directors, employees and subcontractors, as follows: i. not at any time, whether during or after the termination of this Agreement, to divulge, disclose or reveal to any Person any such Sensitive Information, whether or not such information is produced by Contractor's own efforts, except (A) as specifically required in connection with respect the fulfillment of Contractor's obligations hereunder, or (B) as otherwise directed by the General Counsel in connection with a disclosure request under the Public Records Act, a request for discovery, subpoena, court or administrative order or other compulsory legal process, disclosure requirement or request relating to a rating agencysuch Sensitive Information; ii. not at any time, whether during or after the termination of this Agreement, use any Sensitive Information for Contractor's direct or indirect financial or other benefit or for the benefit of any Person related to or affiliated with Contractor or with whom Contractor is now or hereafter associated, other than Mass Tech Collaborative, nor will Contractor use or attempt to use any Sensitive Information in any manner which could reasonably be expected to injure or cause loss, whether directly or indirectly, to Mass Tech Collaborative or any Applicable Third Party; iii. in the event that Contractor (or any of its agents, officers, directors employees or subcontractors) is questioned about Sensitive Information by anyone who is not known by Contractor to be authorized to receive or have access to such Sensitive Information, or is asked to provide Sensitive Information to any such Person, Contractor agrees to promptly notify the General Counsel and respond to the inquiror in accordance with the General Counsel's instructions; and iv. not at any time, whether during or after the termination of this Agreement, reproduce any Written Materials containing Sensitive Information except to the extent necessary to perform Contractor's obligations under this Agreement, nor make or use (or permit its employees or agents to use) any Written Materials other than in connection with the performance of Contractors' obligations under this Agreement and for the benefit of Mass Tech Collaborative, it is informed being understood and agreed that all Written Materials are, shall be and shall remain the sole and exclusive property of Mass Tech Collaborative, and immediately upon the termination of the confidential nature Agreement for any reason, Contractor shall deliver all copies of Mass Tech Collaborative's Written Materials and all other property of Mass Tech Collaborative in its direct or indirect possession or control to Mass Tech Collaborative, at its main office. In addition Contractor shall, upon the termination of the Agreement, delete all Written Materials and Sensitive Information, held by Contractor as data stored on computers, floppy disks c/d roms or other electronic media. c) Contractor shall collaborate with Mass Tech Collaborative's Chief of Staff to prepare any public statement or announcement relating to or bearing on the work performed or data collected under this Agreement or to prepare any press release or for any news conference in which Mass Tech Collaborative is concerned or discussed. d) Contractor's obligations under Section 18(b) shall not apply to any information that Contractor can demonstrate, through written records (i) is or has become available to the public (including, without limitation, any information filed with any Governmental Authority and instructed available to keep it confidential)the public) other than as the result of unauthorized disclosure by Contractor or any of its agents, officers, directors, employees or subcontractors in breach hereof, (ii) was known by Contractor prior to bona fide prospective transferees or purchasers other than through disclosure of such information by Mass Tech Collaborative to Contractor (including disclosure to Contractor while previously serving as an employee of or consultant to Mass Tech Collaborative) and was learned or ascertained by Contractor from Persons who are not associated or connected with this Agreement and who rightfully possessed such information and were not themselves in a confidential relationship with Mass Tech Collaborative, any interest in the LoansApplicable Third Party or Contractor with respect to such information, and (iii) Contractor is compelled to prospective contractual counterparties (disclose by order of a court of competent jurisdiction, administrative agency or the professional advisors thereto) in Hedging Agreements permitted herebygovernmental body, or by any law, rule or regulation, or by subpoena, or any other compulsory administrative or legal process, provided that any Contractor provides prior written notice of such Persons shall have agreed disclosure to be bound the General Counsel, (iv) is disclosed by the provisions of this Section 13.16, and (iii) as required by law, subpoena, judicial order or similar order and Contractor in connection with any litigation. Confidential information shall not include information that either: (i) is in the public domain, judicial or becomes part of the public domain after disclosure other proceeding involving Contractor and Mass Tech Collaborative relating to such Person through no fault of such Person, this Agreement or (iiv) is disclosed to such Person by a Person other than any Obligor or its Subsidiaries; provided Agent or a Lender, as with the case may be, does not have actual knowledge that such Person is prohibited from disclosing such information. Agent and each Lender agree to use reasonable efforts to notify written consent of the Borrower Representative of any required disclosure under this Section 13.16 as far in advance as is reasonably practicable under the circumstances in order to give the Borrowers an opportunity to obtain appropriate relief or protection from a court of competent jurisdiction regarding such disclosureGeneral Counsel.

Confidentiality; Publicity. Agent (a) This Agreement and each Lender shall hold all non-its terms, together with any attachments, including, without limitation, any Exhibits, SOFs, Rate Sheets, and Terms and Conditions, but excluding only such information that may be available to the public on Provider’s website from time to time, is designated as proprietary and confidential information regarding of Provider. The Parties agree that such information will not be disclosed by Customer, either directly or indirectly, by any means, to any third person(s) without the Obligors express written permission of Provider. In the event disclosure is mandated by court order, subpoena, a governmental authority, or under law, Customer will give prompt written notice to Provider prior to any such disclosure and their Subsidiaries and their respective businesses obtained cooperate fully to obtain any protective order or other form of confidentiality protection sought by Agent or Provider prior to any Lender such disclosure, except when Customer is lawfully compelled to maintain confidentiality pursuant to such court order, subpoena, governmental authority or law. Provider will abide by applicable CPNI regulations. Customer agrees and understands that Provider may, upon receipt of inquiries from law enforcement agencies and other governmental authorities, inform such agencies and authorities of Customer’s identity and contact information to facilitate the requirements hereof service of subpoenas or other inquiries directly to Customer. Customer agrees and understands that it may be necessary for Provider in accordance with such Personthe course of providing the Service(s) to access, use or disclose Customer or Customer’s customary procedures for handling confidential customers and/or End Users’ information, except that disclosure including, without limitation, pursuant to subpoenas duces tecum (and similar subpoenas) or court orders and other actions of governmental agencies or entities. To the extent agreed to by the Parties in writing from time to time, Customer or Provider may further designate as proprietary or confidential such information as set forth in a Confidentiality Agreement, if any. During the performance of this Agreement, it may be necessary for Provider to transfer, process and store billing and utilization data and other data necessary for Provider’s operation of its network and for the performance of its obligations under this Agreement. The transfer, processing and storing of such information data may be made to or from the United States. Customer hereby consents that Provider may (i) to their respective agentstransfer, employees, Subsidiaries, Affiliates, attorneys, auditors, professional consultants, rating agencies, insurance industry associations store and portfolio management services (provided that any process such Person except a rating agency has agreed to be bound by data in the provisions of this Section 13.16 United States; and with respect to a rating agency, it is informed of the confidential nature of the information and instructed to keep it confidential), (ii) use such data for its own internal purposes and as allowed by law. (b) Notwithstanding any term or condition of this Agreement to bona fide prospective transferees or purchasers of any interest the contrary, including, without limitation, Section 18(a) above, Customer grants Provider the right to use Customer’s name, xxxx and logo on Provider’s website(s) and in the Loans, Provider’s marketing materials and to prospective contractual counterparties (or the professional advisors thereto) in Hedging Agreements permitted hereby, provided that any such Persons shall have agreed publicly identify Customer as Provider’s customer from time to be bound by the provisions of this Section 13.16, and (iii) as required by law, subpoena, judicial order or similar order and in connection with any litigation. Confidential information shall not include information that either: (i) is in the public domain, or becomes part of the public domain after disclosure to such Person through no fault of such Person, or (ii) is disclosed to such Person by a Person other than any Obligor or its Subsidiaries; provided Agent or a Lender, as the case may be, does not have actual knowledge that such Person is prohibited from disclosing such information. Agent and each Lender agree to use reasonable efforts to notify the Borrower Representative of any required disclosure under this Section 13.16 as far in advance as is reasonably practicable under the circumstances in order to give the Borrowers an opportunity to obtain appropriate relief or protection from a court of competent jurisdiction regarding such disclosuretime.

Confidentiality; Publicity. Agent a) Contractor hereby agrees to protect the physical security and each Lender shall hold restrict access to all non-public information regarding data compiled for, used by, or otherwise in the Obligors and their Subsidiaries and their respective businesses obtained by Agent or any Lender pursuant to possession of Contractor in performance of the requirements hereof services hereunder in accordance with such Person’s customary procedures for handling confidential informationContractor's reasonable business practices and as otherwise provided in this Agreement. Contractor shall comply with all applicable laws and regulations relating to confidentiality and privacy, except that disclosure including, without limitation, all requirements of such information may be made (iM.G.L. c.66A implicated by the subject matter of this Agreement. b) Contractor has read and agrees to their respective comply with, and will cause its agents, employeesofficers, Subsidiariesdirectors, Affiliatesemployees and subcontractors to comply with, attorneys, auditors, professional consultants, rating agencies, insurance industry associations and portfolio management services (provided that any such Person except a rating agency has agreed to be bound by the provisions of this Section 13.16 16 and Mass Tech Collaborative's written policies concerning confidentiality, as set forth in Attachments C- 1 and C-2 hereto and as communicated by Mass Tech Collaborative's Executive Director or General Counsel to Contractor from time to time. Contractor acknowledges that during the term of this Agreement it may receive, have access to or create Sensitive Information which is not generally known by the public, nor as a matter of course disseminated by Mass Tech Collaborative, published on Mass Tech Collaborative's website or disclosed by Mass Tech Collaborative pursuant to the requirements of any Governmental Authority. Contractor agrees, for itself and for its agents, officers, directors, employees and subcontractors, as follows: i. not at any time, whether during or after the termination of this Agreement, to divulge, disclose or reveal to any Person any such Sensitive Information, whether or not such information is produced by Contractor's own efforts, except (A) as specifically required in connection with respect the fulfillment of Contractor's obligations hereunder, or (B) as otherwise directed by the General Counsel in connection with a disclosure request under the Public Records Act, a request for discovery, subpoena, court or administrative order or other compulsory legal process, disclosure requirement or request relating to a rating agencysuch Sensitive Information; ii. not at any time, whether during or after the termination of this Agreement, use any Sensitive Information for Contractor's direct or indirect financial or other benefit or for the benefit of any Person related to or affiliated with Contractor or with whom Contractor is now or hereafter associated, other than Mass Tech Collaborative, nor will Contractor use or attempt to use any Sensitive Information in any manner which could reasonably be expected to injure or cause loss, whether directly or indirectly, to Mass Tech Collaborative or any Applicable Third Party; iii. in the event that Contractor (or any of its agents, officers, directors employees or subcontractors) is questioned about Sensitive Information by anyone who is not known by Contractor to be authorized to receive or have access to such Sensitive Information, or is asked to provide Sensitive Information to any such Person, Contractor agrees to promptly notify the General Counsel and respond to the inquiror in accordance with the General Counsel's instructions; and iv. not at any time, whether during or after the termination of this Agreement, reproduce any Written Materials containing Sensitive Information except to the extent necessary to perform Contractor's obligations under this Agreement, nor make or use (or permit its employees or agents to use) any Written Materials other than in connection with the performance of Contractors' obligations under this Agreement and for the benefit of Mass Tech Collaborative, it is informed being understood and agreed that all Written Materials are, shall be and shall remain the sole and exclusive property of Mass Tech Collaborative, and immediately upon the termination of the confidential nature Agreement for any reason, Contractor shall deliver all copies of Mass Tech Collaborative 's Written Materials and all other property of Mass Tech Collaborative in its direct or indirect possession or control to Mass Tech Collaborative, at its main office. In addition Contractor shall, upon the termination of the Agreement, delete all Written Materials and Sensitive Information, held by Contractor as data stored on computers, floppy disks c/d roms or other electronic media. c) Contractor shall collaborate with Mass Tech Collaborative's Chief of Staff to prepare any public statement or announcement relating to or bearing on the work performed or data collected under this Agreement or to prepare any press release or for any news conference in which Mass Tech Collaborative is concerned or discussed. d) Contractor's obligations under Section 16(b) shall not apply to any information that Contractor can demonstrate, through written records (i) is or has become available to the public (including, without limitation, any information filed with any Governmental Authority and instructed available to keep it confidential)the public) other than as the result of unauthorized disclosure by Contractor or any of its agents, officers, directors, employees or subcontractors in breach hereof, (ii) was known by Contractor prior to bona fide prospective transferees or purchasers other than through disclosure of such information by Mass Tech Collaborative to Contractor (including disclosure to Contractor while previously serving as an employee of or consultant to Mass Tech Collaborative) and was learned or ascertained by Contractor from Persons who are not associated or connected with this Agreement and who rightfully possessed such information and were not themselves in a confidential relationship with Mass Tech Collaborative, any interest in the LoansApplicable Third Party or Contractor with respect to such information, and (iii) Contractor is compelled to prospective contractual counterparties (disclose by order of a court of competent jurisdiction, administrative agency or the professional advisors thereto) in Hedging Agreements permitted herebygovernmental body, or by any law, rule or regulation, or by subpoena, or any other compulsory administrative or legal process, provided that any Contractor provides prior written notice of such Persons shall have agreed disclosure to be bound the General Counsel, (iv) is disclosed by the provisions of this Section 13.16, and (iii) as required by law, subpoena, judicial order or similar order and Contractor in connection with any litigation. Confidential information shall not include information that either: (i) is in the public domain, judicial or becomes part of the public domain after disclosure other proceeding involving Contractor and Mass Tech Collaborative relating to such Person through no fault of such Person, this Agreement or (iiv) is disclosed to such Person by a Person other than any Obligor or its Subsidiaries; provided Agent or a Lender, as with the case may be, does not have actual knowledge that such Person is prohibited from disclosing such information. Agent and each Lender agree to use reasonable efforts to notify written consent of the Borrower Representative of any required disclosure under this Section 13.16 as far in advance as is reasonably practicable under the circumstances in order to give the Borrowers an opportunity to obtain appropriate relief or protection from a court of competent jurisdiction regarding such disclosureGeneral Counsel.

Confidentiality; Publicity. Agent (a) All information furnished by Seller or a Toll Entity in writing to Buyer in connection with this Agreement and each Lender the transactions contemplated hereby shall hold all non-public information regarding be kept confidential by Buyer and shall be used by it only in connection with this Agreement and the Obligors and their Subsidiaries and their respective businesses obtained by Agent or any Lender pursuant transactions contemplated hereby, except to the requirements hereof in accordance with such Person’s customary procedures for handling confidential information, except extent that disclosure of such information may be made (i) is information which it can demonstrate was already known to their respective agentsit from a source, employeeswith no duty of confidentiality to Seller or any Toll Entity, Subsidiarieswhen received from Seller or a Toll Entity or, Affiliates(ii) thereafter becomes lawfully obtainable from other sources through no act or failure to act on its part, attorneysor (iii) is required to be disclosed in any document to be filed with any Governmental Body or in connection with any Proceeding, auditorssubject to prior consultation with Seller and its counsel to the extent reasonably practicable. In the event that the Closing does not occur, professional consultantsBuyer shall, rating agenciesupon request, insurance industry associations promptly return to Seller the information it received from Seller and portfolio management services (provided that any the Toll Entities and shall destroy all copies of, or extracts from, such Person except a rating agency has agreed to information. Following the Closing, Buyer will no longer be bound by the confidentiality provisions of this Section 13.16 and 12.1(a) with respect to a rating agencyinformation relating to any Toll Entity or their respective businesses or Assets. (b) Seller acknowledges that Buyer has legitimate and continuing interests in the protection of confidential information related to the Business. From and after the Closing, it is informed Seller and Parent shall not, and shall cause their Affiliates not to, disclose, furnish or make accessible to any Person or use to its benefit or the benefit of any other Person any Trade Secrets or other confidential information of the confidential nature of Business, except to the extent that such information and instructed to keep it confidential), (ii) to bona fide prospective transferees or purchasers of any interest in the Loans, and to prospective contractual counterparties (or the professional advisors thereto) in Hedging Agreements permitted hereby, provided that any such Persons shall have agreed to be bound by the provisions of this Section 13.16, and (iii) as required by law, subpoena, judicial order or similar order and in connection with any litigation. Confidential information shall not include information that either: (i) is in the public domain, or thereafter becomes part of the public domain after disclosure to such Person lawfully obtainable from other sources through no fault of such Person, act or failure to act on its part or (ii) is required to be disclosed in any document to such Person be filed with any Governmental Body or in connection with any Proceeding, subject to the prior consultation with Buyer, to the extent reasonably practicable. (c) Except to the extent required by a Person applicable Law or applicable requirements of any Governmental Body, any news release or other than any Obligor public disclosure or its Subsidiaries; provided Agent announcement concerning this Agreement or a Lenderthe Related Agreements or the transactions contemplated hereby or thereby shall not be issued or approved by Buyer or Seller without the prior written approval of the other party, as to the case may becontents of the announcement, does not have actual knowledge disclosure and/or release. Buyer and Seller shall use their best efforts and establish reasonable precautions to ensure that such Person is prohibited from disclosing such information. Agent their Affiliates, principals, agents and each Lender agree to use reasonable efforts to notify employees abide by the Borrower Representative terms of any required disclosure under this Section 13.16 as far in advance as is reasonably practicable under the circumstances in order to give the Borrowers an opportunity to obtain appropriate relief or protection from a court of competent jurisdiction regarding such disclosure12.1.

Confidentiality; Publicity. Agent (a) This Agreement and each Lender shall hold all non-its terms, together with any attachments, including, without limitation, any Exhibits, SOFs, Rate Sheets, and Terms and Conditions, but excluding only such information that may be available to the public on Provider’s website from time to time, is designated as proprietary and confidential information regarding of Provider. The Parties agree that such information will not be disclosed by Xxxxxxxx, either directly or indirectly, by any means, to any third person(s) without the Obligors express written permission of Provider. In the event disclosure is mandated by court order, subpoena, a governmental authority, or under law, Customer will give prompt written notice to Provider prior to any such disclosure and their Subsidiaries and their respective businesses obtained cooperate fully to obtain any protective order or other form of confidentiality protection sought by Agent or Provider prior to any Lender such disclosure, except when Customer is lawfully compelled to maintain confidentiality pursuant to such court order, subpoena, governmental authority or law. Provider will abide by applicable CPNI regulations. Customer agrees and understands that Provider may, upon receipt of inquiries from law enforcement agencies and other governmental authorities, inform such agencies and authorities of Customer’s identity and contact information to facilitate the requirements hereof service of subpoenas or other inquiries directly to Customer. Customer agrees and understands that it may be necessary for Provider in accordance with such Personthe course of providing the Service(s) to access, use or disclose Customer or Customer’s customary procedures for handling confidential customers and/or End Users’ information, except that disclosure including, without limitation, pursuant to subpoenas duces tecum (and similar subpoenas) or court orders and other actions of governmental agencies or entities. To the extent agreed to by the Parties in writing from time to time, Customer or Provider may further designate as proprietary or confidential such information as set forth in a Confidentiality Agreement, if any. During the performance of this Agreement, it may be necessary for Provider to transfer, process and store billing and utilization data and other data necessary for Provider’s operation of its network and for the performance of its obligations under this Agreement. The transfer, processing and storing of such information data may be made to or from the United States. Customer hereby consents that Provider may (i) to their respective agentstransfer, employees, Subsidiaries, Affiliates, attorneys, auditors, professional consultants, rating agencies, insurance industry associations store and portfolio management services (provided that any process such Person except a rating agency has agreed to be bound by data in the provisions of this Section 13.16 United States; and with respect to a rating agency, it is informed of the confidential nature of the information and instructed to keep it confidential), (ii) use such data for its own internal purposes and as allowed by law. (b) Notwithstanding any term or condition of this Agreement to bona fide prospective transferees or purchasers of any interest the contrary, including, without limitation, Section 18(a) above, Customer grants Provider the right to use Customer’s name, mark and logo on Provider’s website(s) and in the Loans, Provider’s marketing materials and to prospective contractual counterparties (or the professional advisors thereto) in Hedging Agreements permitted hereby, provided that any such Persons shall have agreed publicly identify Customer as Provider’s customer from time to be bound by the provisions of this Section 13.16, and (iii) as required by law, subpoena, judicial order or similar order and in connection with any litigation. Confidential information shall not include information that either: (i) is in the public domain, or becomes part of the public domain after disclosure to such Person through no fault of such Person, or (ii) is disclosed to such Person by a Person other than any Obligor or its Subsidiaries; provided Agent or a Lender, as the case may be, does not have actual knowledge that such Person is prohibited from disclosing such information. Agent and each Lender agree to use reasonable efforts to notify the Borrower Representative of any required disclosure under this Section 13.16 as far in advance as is reasonably practicable under the circumstances in order to give the Borrowers an opportunity to obtain appropriate relief or protection from a court of competent jurisdiction regarding such disclosuretime.

Confidentiality; Publicity. Agent 10.1. The Party receiving Confidential Information (“Recipient”) of the other Party (“Discloser”) will, and each Lender shall hold all will cause its Representatives to, maintain in strict confidence and not disclose to any third party (except Recipient’s Representatives who have a “need to know”, have been advised of the confidential and proprietary nature of the Confidential Information, and are bound by non-public information regarding use and confidentiality obligations that are at least as restrictive as those described in this Section 10) the Obligors Confidential Information of Discloser, except: (a) as may be required by any applicable law, in which case Recipient will, if permissible, promptly notify Discloser of any such requirement and their Subsidiaries and their respective businesses obtained by Agent Discloser or any Lender pursuant its Affiliates will be permitted to the requirements hereof in accordance with seek confidential treatment for such Person’s customary procedures for handling confidential information, except and Recipient will cooperate with Discloser in connection therewith; or (b) for such Confidential Information that disclosure of such information may be made (i) was, is or becomes generally available to their respective agentsthe public other than as a result of a disclosure by Recipient or its Representatives in violation of this Section 10.1, employees(ii) is or becomes available to Recipient or its Affiliates on a non-confidential basis from a source other than Discloser or its representatives, Subsidiaries, Affiliates, attorneys, auditors, professional consultants, rating agencies, insurance industry associations and portfolio management services (provided that any such Person except a rating agency has agreed source is not known to Recipient or its Affiliates at the time of disclosure to be bound by the provisions a confidentiality agreement with or other contractual, legal or fiduciary obligation of this Section 13.16 and confidentiality to Discloser or any other party with respect to a rating agencysuch information, it is informed of the confidential nature of the information and instructed to keep it confidential), (ii) to bona fide prospective transferees or purchasers of any interest in the Loans, and to prospective contractual counterparties (or the professional advisors thereto) in Hedging Agreements permitted hereby, provided that any such Persons shall have agreed to be bound by the provisions of this Section 13.16, and (iii) Recipient independently developed without reference to the Confidential Information. Recipient will be liable for any use or disclosure of Confidential Information by its Representatives that is not permitted pursuant to this Section 10.1. 10.2. With respect to any Confidential Information, Recipient: (a) will use at least the same degree of care in safeguarding Discloser’s Confidential Information as required Recipient uses to safeguard its own Confidential Information, but in no event less than reasonable care; and (b) upon the discovery of any inadvertent disclosure or unauthorized use of Discloser’s Confidential Information, or upon obtaining notice of any inadvertent disclosure or unauthorized use of Discloser’s Confidential Information, will take or cause to be taken all actions necessary or reasonably requested NIKE, INC., NIKE INTERNATIONAL LIMITED, AND NIKE XXXXX HOCKEY CORP. by lawDiscloser to prevent any further inadvertent disclosure or unauthorized use, subpoenaand Discloser will be entitled to pursue any other remedy at law or in equity which may be available to it (including specific performance). 10.3. Notwithstanding anything herein to the contrary, judicial order any Party to this Agreement (and its Representatives) may disclose to any and all Persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement, and all materials of any kind (including opinions or similar order other tax analyses) related to such tax treatment and in connection with tax structure. 10.4. Recipient will not use Discloser’s Confidential Information for any litigationpurpose other than to perform its obligations under the Trademark Agreements. 10.5. Confidential information shall not include information that Upon Discloser’s written request, Recipient will either: (a) return to Discloser all copies of Confidential Documents and any other tangible material embodying or containing Confidential Information, including Confidential Information in its Representatives’ possession; or (b) destroy every copy of Confidential Documents and any other tangible material embodying or containing Confidential Information, including all Confidential Information in its Representatives’ possession, and deliver to Discloser within five (5) days a written statement verifying such destruction. 10.6. Except as specifically provided in the Trademark Agreements or in any other agreement pursuant to the transactions contemplated by the Purchase Agreements, Licensee will not (a) unless otherwise permitted in writing, use NIKE’s name or any NIKE trademark, service xxxx, logo or copyright protected work (whether or not registered), other than the Licensed Xxxx (and then only in accordance with the terms of this Agreement) in any of Licensee’s Advertising Materials; (b) identify NIKE on Licensee’s website or in any metatags or key words for such website, except as necessary to identify Licensee as no longer affiliated with NIKE; provided that NIKE has given its prior consent to such use in writing; or (c) include a hyperlink from any website maintained by Licensee to any NIKE website. Except as specifically provided in the Trademark Agreements or in any other agreement pursuant to the transactions contemplated by the Purchase Agreements, neither Party will make any public announcement regarding (i) is in such Party’s association with the public domain, or becomes part of the public domain after disclosure to such Person through no fault of such Person, other Party or (ii) is disclosed to such Person by a Person the existence of this Agreement, without the prior written consent of the other than any Obligor or its Subsidiaries; provided Agent or a Lender, as the case may be, does not have actual knowledge that such Person is prohibited from disclosing such information. Agent and each Lender agree to use reasonable efforts to notify the Borrower Representative of any required disclosure under this Section 13.16 as far in advance as is reasonably practicable under the circumstances in order to give the Borrowers an opportunity to obtain appropriate relief or protection from a court of competent jurisdiction regarding such disclosureParty.

Confidentiality; Publicity. Agent a) Contractor hereby agrees to protect the physical security and each Lender shall hold restrict access to all non-public information regarding data compiled for, used by, or otherwise in the Obligors and their Subsidiaries and their respective businesses obtained by Agent or any Lender pursuant to possession of Contractor in performance of the requirements hereof services hereunder in accordance with such Person’s customary procedures for handling confidential informationContractor's reasonable business practices and as otherwise provided in this Agreement. Contractor shall comply with all applicable laws and regulations relating to confidentiality and privacy, except that disclosure including, without limitation, all requirements of such information may be made (iM.G.L. c.66A implicated by the subject matter of this Agreement. b) Contractor has read and agrees to their respective comply with, and will cause its agents, employeesofficers, Subsidiariesdirectors, Affiliatesemployees and subcontractors to comply with, attorneys, auditors, professional consultants, rating agencies, insurance industry associations and portfolio management services (provided that any such Person except a rating agency has agreed to be bound by the provisions of this Section 13.16 16 and Mass Tech Collaborative's written policies concerning confidentiality, as set forth in Attachments C- 1 and C-2 hereto and as communicated by Mass Tech Collaborative's Executive Director or General Counsel to Contractor from time to time. Contractor acknowledges that during the term of this Agreement it may receive, have access to or create Sensitive Information which is not generally known by the public, nor as a matter of course disseminated by Mass Tech Collaborative, published on Mass Tech Collaborative's website or disclosed by Mass Tech Collaborative pursuant to the requirements of any Governmental Authority. Contractor agrees, for itself and for its agents, officers, directors, employees and subcontractors, as follows: i. not at any time, whether during or after the termination of this Agreement, to divulge, disclose or reveal to any Person any such Sensitive Information, whether or not such information is produced by Contractor's own efforts, except (A) as specifically required in connection with respect the fulfillment of Contractor's obligations hereunder, or (B) as otherwise directed by the General Counsel in connection with a disclosure request under the Public Records Act, a request for discovery, subpoena, court or administrative order or other compulsory legal process, disclosure requirement or request relating to a rating agencysuch Sensitive Information; ii. not at any time, whether during or after the termination of this Agreement, use any Sensitive Information for Contractor's direct or indirect financial or other benefit or for the benefit of any Person related to or affiliated with Contractor or with whom Contractor is now or hereafter associated, other than Mass Tech Collaborative, nor will Contractor use or attempt to use any Sensitive Information in any manner which could reasonably be expected to injure or cause loss, whether directly or indirectly, to Mass Tech Collaborative or any Applicable Third Party; iii. in the event that Contractor (or any of its agents, officers, directors employees or subcontractors) is questioned about Sensitive Information by anyone who is not known by Contractor to be authorized to receive or have access to such Sensitive Information, or is asked to provide Sensitive Information to any such Person, Contractor agrees to promptly notify the General Counsel and respond to the inquiror in accordance with the General Counsel's instructions; and iv. not at any time, whether during or after the termination of this Agreement, reproduce any Written Materials containing Sensitive Information except to the extent necessary to perform Contractor's obligations under this Agreement, nor make or use (or permit its employees or agents to use) any Written Materials other than in connection with the performance of Contractors' obligations under this Agreement and for the benefit of Mass Tech Collaborative, it is informed being understood and agreed that all Written Materials are, shall be and shall remain the sole and exclusive property of Mass Tech Collaborative, and immediately upon the termination of the confidential nature Agreement for any reason, Contractor shall deliver all copies of Mass Tech Collaborative's Written Materials and all other property of Mass Tech Collaborative in its direct or indirect possession or control to Mass Tech Collaborative, at its main office. In addition Contractor shall, upon the termination of the Agreement, delete all Written Materials and Sensitive Information, held by Contractor as data stored on computers, floppy disks c/d roms or other electronic media. Notwithstanding the foregoing, Contractor may retain for its files one copy of any working papers produced by Contractor or obtained from Mass Tech Collaborative in connection with any engagement to perform legal services. c) Contractor shall collaborate with Mass Tech Collaborative's Chief of Staff to prepare any public statement or announcement relating to or bearing on the work performed or data collected under this Agreement or to prepare any press release or for any news conference in which Mass Tech Collaborative is concerned or discussed. d) Contractor's obligations under Section 16(b) shall not apply to any information that Contractor can demonstrate, through written records (i) is or has become available to the public (including, without limitation, any information filed with any Governmental Authority and instructed available to keep it confidential)the public) other than as the result of unauthorized disclosure by Contractor or any of its agents, officers, directors, employees or subcontractors in breach hereof, (ii) was known by Contractor prior to bona fide prospective transferees or purchasers other than through disclosure of such information by Mass Tech Collaborative to Contractor (including disclosure to Contractor while previously serving as an employee of or consultant to Mass Tech Collaborative) and was learned or ascertained by Contractor from Persons who are not associated or connected with this Agreement and who rightfully possessed such information and were not themselves in a confidential relationship with Mass Tech Collaborative, any interest in the LoansApplicable Third Party or Contractor with respect to such information, and (iii) Contractor is compelled to prospective contractual counterparties (disclose by order of a court of competent jurisdiction, administrative agency or the professional advisors thereto) in Hedging Agreements permitted herebygovernmental body, or by any law, rule or regulation, or by subpoena, or any other compulsory administrative or legal process, provided that any Contractor provides prior written notice of such Persons shall have agreed disclosure to be bound the General Counsel, (iv) is disclosed by the provisions of this Section 13.16, and (iii) as required by law, subpoena, judicial order or similar order and Contractor in connection with any litigation. Confidential information shall not include information that either: (i) is in the public domain, judicial or becomes part of the public domain after disclosure other proceeding involving Contractor and Mass Tech Collaborative relating to such Person through no fault of such Person, this Agreement or (iiv) is disclosed to such Person by a Person other than any Obligor or its Subsidiaries; provided Agent or a Lender, as with the case may be, does not have actual knowledge that such Person is prohibited from disclosing such information. Agent and each Lender agree to use reasonable efforts to notify written consent of the Borrower Representative of any required disclosure under this Section 13.16 as far in advance as is reasonably practicable under the circumstances in order to give the Borrowers an opportunity to obtain appropriate relief or protection from a court of competent jurisdiction regarding such disclosureGeneral Counsel.